NONDISCLOSURE AGREEMENT - MUTUAL DISCLOSURES

THIS AGREEMENT enteredinto and effective as of ______, 2017("Effective Date"), by and between Logic Energy USA, Corp. & Logic Illumination LLC, Florida corporations having an office and place of business at 3600Commerce Blvd, Suite #102B, Kissimmee, FL 34741 (hereinafter "Logic Corporations") and having an office and place of business at ______

______(hereinafter"COMPANY/INDIVIDUAL/INDIVIDUAL").

WHEREAS Logic Corporations and COMPANY/INDIVIDUAL contemplate that they may conduct discussions and/or exchange information pertaining to Doosan PureCell®Fuel Cell Model 400 and other models, all 2G Technology, Bio-digester information and Business Partners, Waste to Energy specifications and Partners’ Information, drawings, designs, documentations and other technical and business data, as well as all technology in regards to or in connection with alternative sources of energy represented (collectively “Energy Services”) by Logic Corporations,for the purpose of assessing COMPANY/INDIVIDUAL’s capabilities as a potential energy services provider in connection toFuel Cell, 2G business model, Waste to Energy (W2E), operations, costs and internal information in regards to sales procedures, presentations, commissions, clients, resources, investigation, LNG information, commissions, suppliers, projections & LED technologies and all derivative products.

NOW THEREFORE, the parties hereto agree as follows:

  1. DEFINITION OF PROPRIETARY INFORMATION: "Proprietary Information" shall for the purpose of this Agreement, mean information, knowledge or data disclosed by the Disclosing Party to the Receiving Party's designated individual for the receipt of Proprietary Information as set forth herein, in written or other tangible form bearing a suitable legend identifying its proprietary or confidential nature. Disclosing and Receiving Parties are known collectively as “Parties”.

1.1Information that is first transmitted orally or visually will also be considered as Proprietary Information if, within thirty (30) days of such first transmission, such information is reduced to written or other tangible form bearing a suitable legend identifying its proprietary nature and forwarded to the designated individual for the Receiving Party. The parties will use reasonable efforts at the time of first oral or visual disclosure to identify which information shall be considered proprietary.

1.2In the event that the Disclosing Party furnishes sample products or other equipment or material to the Receiving Party, which are suitably marked to identify them as the Proprietary Information of the Disclosing Party, the items so received shall be used and the information obtained from said items, including results from testing, shall be treated as if they were Proprietary Information transferred pursuant to this Agreement. If it is not practicable to mark the information, such as electronic or magnetic media, then the Disclosing Party shall provide a contemporaneous writing identifying said media as Proprietary Information.

1.3All information furnished by a Disclosing Party to a Receiving Party that is not Proprietary Information is disclosed on a non-confidential basis without any restriction on the Receiving Party's right to use or disclose such information.

1.4This Agreement, as well as the fact that the Parties have entered into this Agreement and are engaged in discussions related to the subject matter of this Agreement, shall also be considered as "Proprietary Information" of both Parties.

2.EXCHANGE OF PROPRIETARY INFORMATION: Proprietary Information disclosed by the Disclosing Party to the Receiving Party shall be used by the Receiving Party solely for the purposes of the current business relationship with the Disclosing Party or evaluating the feasibility of a future business relationship with the Disclosing Party and shall not be disclosed to any third party without the Disclosing Party's express written consent. The Proprietary Information may be disclosed to employees, contract workers, consultants, affiliated entities and agents of the Receiving Party who have a need to know and who have executed agreements with the Receiving Party obligating them to treat such information in a manner consistent with the terms of this Agreement. The Receiving Party represents that its officers and employees have executed agreements with the Receiving Party obligating them to treat Proprietary Information in a manner consistent with the terms of this Agreement.

2.1Except for the limited right to use granted above, no right or license, either express or implied, under any mask work, patent, copyright, trade secret, or Proprietary Information is granted hereunder.

3.INFORMATION PROTECTION: The Receiving Party agrees to safeguard the Disclosing Party's Proprietary Information by using reasonable efforts, consistent with those used in the protection of its own proprietary information of a similar nature, to prevent its disclosure to or use by third parties, provided that such standard of care is no less than reasonable care under the circumstances.

4.INFORMATION PROTECTION EXCEPTIONS: Notwithstanding the foregoing provisions, this Agreement shall not restrict or affect the Receiving Party's rights to use or disclose information:

4.1which is or may hereafter be in the public domain through no fault of the Receiving Party; or

4.2which the Receiving Party can show, as reflected by its documents, was known to it prior to the disclosure by the Disclosing Party; or

4.3which is disclosed to the Receiving Party by a third party, without restrictions similar to these herein imposed, subsequent to disclosure by the Disclosing Party; or

4.4which is or may hereafter be disclosed by the Disclosing Party to a third party, without restrictions similar to those herein imposed, on disclosure or use; or

4.5which the Receiving Party can show, as reflected by its documents, was independently developed by the Receiving Party without the use of the Proprietary Information.

  1. DISCLOSURE UNDER LAW OR COURT ORDER: If Proprietary Information is required to be disclosed pursuant to governmental or judicial process, notice of such process shall be promptly provided to the Disclosing Party in order that it may have every opportunity to intercede in such process to contest such disclosure.
  1. AGREEMENT TERM: The time period during which Proprietary Information may be provided from the Disclosing Party to the Receiving Party ("Information Sharing Period") under this Agreement shall extend from the Effective Date of this Agreement until the second (2nd) year anniversary of the Effective Date. The duration of this Information Sharing Period may be shortened by either party by delivery of written notice of early termination to the other party. Such early termination of the Information Sharing Period shall be effective five (5) days after delivery of the written notice. Early termination shall not affect the Receiving Party's obligations relative to Proprietary Information transferred prior to the effective date of such termination.
  1. PROTECTION TERM: This Agreement and the obligations of the Receiving Party under the terms of this Agreement shall expire three (3) year(s) from the end of the Information Sharing Period or after the last disclosure under this Agreement, whichever is later.
  1. WARRANTY: The Disclosing Party warrants that it has the right to disclose the information actually disclosed under this Agreement without obligation to any third party. The Disclosing Party makes no warranty or representation as to the accuracy or completeness of the information disclosed.
  1. RECIEVING PARTY PROPERTY RIGHTS: The Receiving Party shall have no property rights in the information or things that have been disclosed pursuant to this Agreement.
  1. REVERSE ENGINEERING: The Receiving Party shall not reverse engineer, reverse assemble, or decompile such information or things.
  1. POINTS OF CONTACT: The parties' representatives for disclosing and receiving the Proprietary Information are designated below. Said representatives shall make all arrangements and be informed of all communications relating to this Agreement. Any changes in representative by one party shall be made upon written notice to the other party.

For Logic Corporations: Carlos E Torres

Tel: (407) 452-4730

Email:

For COMPANY/INDIVIDUAL: Name: ______

Tel: ______

Email: ______

  1. PROPRIETARY INFORMATION RETURN: The Receiving Party shall only make such copies of the Disclosing Party's Proprietary Information as are necessary for the purposes of the technical and business discussions described in this Agreement. Upon termination or expiration of this Agreement, or upon request, all such copies along with the original shall be promptly returned to the Disclosing Party or destroyed and such return or destruction shall be certified in writing. Notwithstanding the foregoing, the Receiving Party is permitted to retain one (1) archival copy in a secure location for evidentiary purposes.
  1. AGREEMENT GOVERNING LAW: This Agreement shall be deemed a contract made and interpreted under and governed by the laws of the State of Florida, in the same manner as if this Agreement were executed in Florida, and as if, all performance relating to this Agreement shall have occurred within the State of Florida. No effect shall be given to any choice of laws principles which would require this Agreement to be interpreted under the laws of any other jurisdiction.
  1. EXPORT LAWS AND REGULATIONS: The Parties shall abide by and be in full compliance with all applicable export control laws and regulations. A Receiving Party shall not disclose any information provided by the Disclosing Party to any person (including without limitation its own employees), nor shall a Receiving Party export any such information from the United States, if such disclosure or export would violate the Arms Export Control Act, the International Traffic in Arms Regulation (22 C.F.R. Part 121 et seq.) ("ITAR"), the Export Administration Act, the Department of Commerce Export Regulation (15 C.F.R. Part 770 et seq.), the Department of Defense Industrial Security Regulation (DOD 5220.22-R), or any other export control law or regulation of the United States. A Receiving Party shall first obtain the written consent of the Disclosing Party before requesting authority to export such information from the United States. Where any of the information or materials provided by DoosanLogic Corporations under this Agreement relates to an ITAR controlled program, COMPANY/INDIVIDUAL represents that it is a U.S. person (as defined in 22 CFR PART 120, Subchapter M, §120.15) and agrees to limit access to such information and materials to only U.S. persons. Notwithstanding the terms of any other provision of this Agreement, the parties agree and acknowledge that the terms of this Section 14 shall survive any termination or expiration of this Agreement.
  1. ITAR REQUIREMENTS: COMPANY/INDIVIDUAL agrees and acknowledges that in the event Logic Corporationsand COMPANY/INDIVIDUAL enters into a supply relationship where COMPANY/INDIVIDUAL provides any components that qualify as a Defense Article or any services that qualify as a Defense Service under the ITAR, that COMPANY/INDIVIDUAL shall be required to file and maintain a registration statement with the U.S. State Department.
  1. GENERAL PROVISIONS: This Agreement constitutes the entire understanding between the parties and supersedes all previous understandings, agreements, communications, and representations, whether written or oral, concerning the treatment of information to which this Agreement relates. This Agreement may not be superseded, amended or modified except by written agreement between the parties.
  1. ASSIGNMENT: The rights and obligations under this Agreement may not be assigned or transferred to any person, firm or corporation without the express prior consent of the other party, which consent will not be unreasonably withheld. Logic Corporations may, upon written notice to COMPANY/INDIVIDUAL, assign Logic Corporations' rights and obligations without such consent, to an entity which acquires all or substantially all of Logic Corporations' assets or which controls, is controlled by or is under common control with Logic Corporations.
  1. NON-CIRCUMVENTION: In addition, the Parties agree to not circumvent each other and work with business associates, clients, and other third party vendors introduced by each party in this ease. The parties may introduce each other to companies that are interested in acquiring companies or being acquired. It is understood that the introducing party retains ownership of such a referral and that the other party cannot deal directly with such referred COMPANY/INDIVIDUAL without the written consent of the referring party. This non-circumvention provision shall expire at the end of two (2) years from the termination of this Agreement.
  1. LIABILITY: Neither the Disclosing Party, nor its officers, directors, employees or agents, shall have any liability whatsoever resulting from the Receiving Party's possession or use of such information.
  1. DAMAGES: In no event shall either Party be liable for incidental, special or consequential damages whether based on contract, tort or any other legal theory, arising from the exchange of information hereunder or otherwise.
  1. INJUNCTIVE RELIEF:Receiving Party acknowledges that Receiving Party’s breach of this Agreement may cause irreparable harm to Disclosing Party for which Disclosing Party is entitled to seek injunctive or other equitable relief as well as monetary damages.
  1. COUNTERPARTS: This Agreement may be executed in counterparts or by facsimile, each of which will together, for all purposes, constitute one and the same instrument, binding on the parties, and each of which will together be deemed to be an original, notwithstanding that all parties are not signatories to the same counterpart or facsimile. The Parties agree that this Agreement may be proven by signed original or imaged copy bearing signature on behalf of each Party.

IN WITNESS WHEREOF, duly authorized representatives of the parties have executed this Agreement effective as of the first date written above.

Logic Corporations: COMPANY/INDIVIDUAL:

By: / By:
Printed Name: / Printed Name:
Title: / Title:
Date: / Date:

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